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TERMS & CONDITIONS. IF YOU DON' T ACCEPT THESE TERMS & CONDITIONS ("TERMS"), DO NOT USE THIS WEBSITE.  

Terms & Conditions

1. Definition

1.1   "the Company" means Smart Brainz, Link Colony, Nakodar Road, Jalandhar City (Pb.) INDIA – 144003.

1.2   "the Goods" means those goods specified on a purchase order placed by Customer or on the dispatch note.

1.3   "the Customer" means the person(s) who has bought or agreed to buy the goods.

1.4   "the Price" means the price of the goods and/or services specified on a purchase order or invoice.

1.5   "the Contract" means the contract between the Company and the Customer for the sale and/or services.

2. General

2.1   No contract shall be deemed to have been made until the Company accepts an order placed by the Customer

2.2   These terms and conditions will prevail over any terms and conditions proposed by the Customer.

2.3   No variation shall have effect unless agreed in writing by the Company.

2.4   No conduct by the Company shall be deemed to constitute acceptance of any other terms and conditions proposed by the Customer.

2.5   If any contract is cancelled by the Customer prior to delivery the Customer shall pay to the Company a reasonable cancellation fee (as certified by the Company) unless the Customer has not received the goods within 28 days.

2.6   The terms of this Contract are severable and separately enforceable.

2.7   Acceptance of delivery of Goods shall be deemed conclusive evidence of the acceptance of these Conditions
2.7.1 The Customer must notify the Company if the goods delivered differ from the goods specified on purchase order or dispatch note. Similarly if any specified goods are missing from the delivered goods the Company must be notified in writing within seven (7) days from delivery, thereafter it should be deemed that the goods ordered and delivered are the goods received.

2.8   The Company will only accept responsibility for representation made by its staff if the goods supplied are compatible with specific peripheral and such representation is made in writing.

2.9   Prices & specifications are subject to change without notice prior to the Customer placing a purchase order.

3. Price

3.1   The Price shall be the price quoted by the Company.

3.2   Unless otherwise stated, the price shall not include delivery charges, taxes and insurances or extended warranty payments.

3.3   The prices are subject to change without any prior notice to the customer by the company

4. Payment

4.1   All accounts are strictly nett. The Customer will pay all sums due under this Contract as specified in any quotation from the Company to the Customer without any deduction set off abatement or discount (other than any discount as may be allowed in any quotation given by the Company to the Customer).

4.2   If any sums due under this Contract are in arrears for more than seven (7) days beyond the day on which they fall due and are paid only after the Company's solicitors or debt collectors have been instructed to recover the money then the Customer will pay to the Company on demand on an indemnity basis the reasonable costs, expenses & disbursement of the solicitors or debt collectors.

4.3   Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 12% per month

5. Delivery & Acceptance

5.1   Any times quoted for delivery are best estimates only and the Company undertakes no contractual commitment as to the date of delivery.

5.2   Delivery of the goods to the carrier for transmission to the Customer or the prior delivery of the goods to stipulated place of delivery shall constitute delivery to the Customer and the risk therein shall pass to the Customer.

5.3   If the goods are not received by the Customer within six (6) days from the date of the relevant invoice, the carrier and the Company must at once be informed.

5.4   Unless otherwise agreed in writing, Company shall be entitled to make partial deliveries or deliveries by installments and the terms & conditions of this Contract will apply to each partial delivery. The Company cannot be liable for additional costs incurred by the Customer due to part shipment or delay in delivery.

5.5   The Customer shall be deemed to have accepted Goods upon delivery to the Customer.

5.6   After acceptance the Customer shall not be entitled to reject Goods which are in accordance with the Contract

5.7   Risk shall pass on delivery and acceptance of the Goods.

6. Transfer of Property

6.1   The property in goods supplied will remain with the Company and will pass to the Customer only when the Customer has paid all sums due for the goods.

6.2   If the Customer sells the goods before the property in them passes from the Company to the Customer then the Customer holds the proceeds of resale or the amount due to the Company for the goods (if less) on trust for the Company separately identified as such. In any resale the Customer will act on its own account and not as agent for the company.

6.3   Until the property in the goods passes to the Customer the Company may retake possession of the goods and for that purpose may go upon any premises/vehicles owned or occupied by the Customer without being liable for any damage which it was not reasonably practicable to avoid.

6.4   Nothing in this condition shall entitle the Customer to return the goods and the Company may bring an action for the price even though the property in the goods has not passed to the Customer.

7. Warranty

7.1   Subject to condition 8 the Manufacturer warrantees the goods and their components against defects in workmanship, construction and materials for a period of 12 months (none for consumables) through the Company from the date of manufacture/delivery (as per manufacturer’s warranty policy). If any defects appear during that period the Company will at its own expense and as appropriate repair/replace the goods provided that:-                   
7.1.1 The Company is notified within seven (7) days of the discovery of any such defects by the Customer.
7.1.2 The defective goods are returned to the Company & transportation charges are paid by the Customer.
7.1.3 The defective goods must be packaged and returned as per the Company instructions.          
7.1.4 Examination of the goods by the Company reveals that such defects exist and have not been caused by misuse, neglect, accident, improper handling, storage or installation or by repair/alteration not affected by the Company.

7.2   The Customer shall pay to the Company the reasonable cost (as certified by the Company) of any examination of the goods which does not reveal a defect for which the Company is liable.

7.3   In the case of defects or faulty workmanship in products or any parts supplied but not manufactured by the Company the Customer shall not be entitled to receive any greater benefit than shall be received by the Company under any Guarantee or Warranty given to the Company by the manufacturer/ suppliers thereof. The Company does not warrant the intellectual content of software programs to be free from errors.

7.4   Any times quoted for repair/replacement/service are best estimates only and the Company undertakes no contractual commitment as to date of repair or replacement.

7.5   The Customer shall pay to the Company the reasonable cost (as certified by the Company) in advance, of any requested repair to defects of the goods deemed expired of manufacturers warranty.

7.6   The Customer shall pay to the Company the reasonable cost (as certified by the Company) for the charges incurred by the Company due to unnecessary call out, remedial work, non warranted defects or defects deemed by the Company to be originated by the Customer.

7.7   Servicing/Repair of the Goods not covered by warranty.                     
7.7.1 Before the Company undertakes on site calls and inspections or repairs of any item or if collection for inspection and repair of any item at the Company’s premises is required the customer must first give credit card details to the Company to cover the cost of the call out inspection and any on site repairs.              
7.7.2 The Company will on visiting the customer give the customer an estimate of likely cost of the repair and advice whether these can be carried out on site or the items need to be taken to the Company’s premises.

        7.7.3 In respect of items taken to/delivered/collected by the Company the Company will give a written/verbal estimate for repair. If the Customer has not accepted this estimate within ten days in writing or verbally the Company will return the item to the customer. The customers shall pay to the Company the reasonable cost (as certified by the Company) of collection, delivery charge and inspection fee.

8. Limitation Of Liability

8.1   The Goods must be paid for in full before they are covered by warranty.

8.2   Except as expressly stated in this Contract all other conditions, warranties or other undertakings concerning the goods whether express/implied by statute, common law, custom, usage or otherwise are excluded from this Contract nor shall the Company be liable in respect of any negligence in respect of the goods.

8.3   The Customer shall not be entitled to reject the goods and in the event of a breach of contract any damages recoverable by the Customer shall be limited to reasonable cost of remedying such breach of contract provided that the Company shall first be afforded the opportunity of itself carrying out any necessary remedial work.

8.5   Company is not liable for:-                     
8.5.1 Any errors in the intellectual content of any software nor for       
8.5.2 Expendable or consumable goods or materials nor for               
8.5.3 Losses arising from loss or corruption of data or software.

8.6   Where the goods or any component in them are manufactured by any person/manufacturer other than the Company and are covered by a warranty from their manufacturer through the Company. Company is not liable to the duration and extent of the warranty provided by that manufacturer.

8.7   The Company shall not be liable to the Customer for any damage to software or hardware or any other cost, expense or liability as a result of the Customer loading software not supplied with the goods nor for any hardware or hardware peripherals that shall be added on by the Customer that may affect the goods the subject of this Contract or the configuration of the software contained in the goods.

8.8   The Company is not liable:-                  
8.8.1 For any cost, claim or other losses arising from or in respect of goods not delivered to the Customer by the Company or differing from the purchase order or dispatch note that are not notified to the Company by the Customer within seven (7) days from delivery      
8.8.2 For any verbal confirmation of Company goods compatibility with a specific peripheral          
8.8.3 If the goods do not function because the Customer or third parties install peripherals which are not supplied by the Company, without obtaining written confirmation of their compatibility with the goods from the Company's Technical Department/the relevant Company Representative             
8.8.4 For refunds at any time for software (other than operating systems) installed and registered by the Customer or by the Company at the Customer's request. Once software is registered it cannot be returned to the manufacturer               
8.8.5 For refund or for the return of any hardware or peripheral specifically requested by customer if not a standard Company stock item Such items shall only be covered by the manufacturer's warranty if any.                
8.8.6 The Company shall not be obliged to make any refund (where acting as an agent or not) nor carry out offsite maintenance on non standard Company stock items required specifically by the Customer.                    
8.8.7. For liability for loss of business by Customer due to non-functioning of the goods.

8.9   The Company shall not be obliged to make any refund (where offering a replacement for goods whether contractually obliged or not) which is greater than the retail value of the goods or comparable goods sold by the Company. Any replacement may be of equal specification and age.                    
8.9.1 The Company shall not be liable for any cost, claim or other losses arising from or in respect of defects or losses caused by goods incorrectly packaged for return sending by the Customer to the Company.

9. Breach of Financial Conditions

9.1   If the Customer fails to pay on time for goods supplied by the Company under this or any other Contract or if in the unfettered opinion of the Company financial standing of the Customer deteriorates/otherwise becomes considered to be insufficient to justify or support the financial commitments of the Customer to the Company under this or any other Contract then the Company may, without prejudice to any of other rights it may have, cancel any outstanding order or suspend any deliveries of goods unless the Customer makes such payment as the Company may require.

9.2   If an order is so cancelled or suspended by the Company, the Customer shall indemnify the Company on demand against all losses (including loss of profit), costs (including the costs of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation or suspension of it (the Company giving credit for the value of any such materials sold or utilised for other purposes)

9.3   The Company is not obliged to accept cancellation of any order. If it does so the Customer will pay cancellation charges to be determined by the Company in its absolute discretion. The charges will not be negotiable and must be paid within the time period stipulated in the demand for such payment.

10. Force Majeure

The Company shall not be under any liability of whatsoever kind for non-performance of any of its obligations under the contract owing to causes beyond the control either of the Company or the Company's suppliers including but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of terrorism, act of the Customer or a third party, failure or delay in transportation, act of any government or any agency or subdivision thereof, government regulations, judicious actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other act of God, delay in delivery to the Company or the Company's suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event the Company may, without liability, cancel or vary the terms of the Contract including but not limited to extending the time for performing the contract for a period at least equal to the time lost by reason of such event.

11. Indemnity

The Customer shall comply with all the instructions of the Company and all legislation in relation to the use, processing, storage, sale of the Goods and shall indemnify the Company against any cost, claim, demand, expenses or liability which the Company may incur or for which it may be held to be liable arising out of or in connection with such use, processing, storage or sale.

12. Notices

Any notices to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified on the purchase order or such other address as that party may from time to time notify in writing & shall be deemed to have been served, if sent by recorded post, forty-eight (48) hours after posting.

13. Assignment

The Customer shall not assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person save with the Company's prior written authority.

14. Sub-Contracts

The Company reserves the right to sub-contract the performance of the contract/the benefit thereof to any other person.

15. Proper Law and Jurisdiction

The Contract shall be governed by and construed in accordance with Indian Contract Act and all disputes relating to contract will be subject to Jalandhar jurisdiction

16. Headings

The headings of these conditions are for convenience only & shall have no effect on the interpretation thereof.

Notice to all Customers. You are advised that any telephone calls made to our Sales & Customer Services Department may be recorded at random. These recordings may be used to monitor the accuracy of information provided by Customers & our own staff. They may also be used to allow additional training to be provided to our staff or to prove that our procedures comply with legal requirements. Our staff is aware that conversations can be monitored & recorded.